Obtaining Permits and Licenses. Seller will assign, transfer or convey to Buyer at the Closing those governmental permits and licenses described in the Disclosure Schedule which are held or used by Seller in connection with the Business and with respect to which any necessary third party consents to assignment have been obtained or which can be assigned without having to obtain the consent of any third party. Subsequent to the Closing, to the extent permitted by law, Seller will have the right to cancel any permits or licenses and any bonds, guarantees or undertakings by Seller now applicable to the Assets or the Business to the extent such is not so assigned or transferred to Buyer pursuant to this Section 1.3 and is not subject to Seller's continuing obligations under Section 1.6 hereof.
Obtaining Permits and Licenses. Sellers will assign, transfer or convey to Buyer at the Closing those permits and licenses which are held or used by the Sellers in connection with the Business and the Real Property and can be assigned without having to obtain the consent of any third party with respect thereto which has not been then obtained; provided, however, that Sellers will cooperate with Buyer in obtaining any third party consents necessary to the assignment or transfer of any other permits or licenses used or held by Sellers in connection with the Business and the Real Property which are so assignable or transferable. Buyer shall assume, or reimburse Sellers for, all costs associated with the assignment or transfer of permits and licenses. The failure of Sellers to cancel any permits or licenses shall not affect the respective rights, obligations, liabilities and indemnifications of Sellers by Buyer under this Agreement.
Obtaining Permits and Licenses. Buyer shall use all reasonable efforts to obtain as of the Closing or as soon thereafter as may be practicable all permits and licenses required by any governmental agency with respect to the Business. Sellers shall provide any cooperation reasonably requested by Buyer to assist Buyer in obtaining such permits and licenses.
Obtaining Permits and Licenses. The Seller shall be responsible for obtaining all Regulatory Approvals required by any governmental agency with respect to the construction and operation of the New Centers and the Buyer Approved Collection Centers, prior to the purchase of any New Center. The Seller will use its reasonable efforts and act diligently to secure any consents and approvals, including the Regulatory Approvals, required to effect the transactions contemplated by this Agreement. The Buyer agrees to cooperate and participate to affect the transfer of permits as necessary or to obtain permits that cannot be transferred.
Obtaining Permits and Licenses. Buyer shall use all reasonable efforts to obtain as of the Closing or as soon thereafter as may be practicable all permits and licenses required by any governmental agency with respect to the Assets. CP, CP Canada and FS, as the case may be, shall provide any cooperation reasonably requested by Buyer to assist Buyer in obtaining such permits and licenses.
Obtaining Permits and Licenses. The Buyer shall be responsible for obtaining all permits and licenses required by any governmental agency with respect to the Centers, the Laboratory or the Assets after the Closing. The Seller will cooperate reasonably with the Buyer in obtaining such permits and licenses. At the Closing, to the extent permitted by law, the Seller shall transfer such permits and licenses to the Buyer. To the extent that any such permits or licenses cannot be lawfully transferred to the Buyer, the Seller shall have the right to cancel such non-transferable permits or licenses or any bonds, guarantees or undertakings by the Seller now applicable to the Centers, the Laboratory or the Assets; provided, however, that to the extent permitted by law the Seller shall allow the Buyer to operate under such permits and licenses for a term of one hundred eighty (180) days following the Closing, and the Seller shall make no such cancellation during such time.
Obtaining Permits and Licenses. Seller shall transfer and assign all permits and licenses, if any, required by any governmental agency with respect to the Business or the Acquired Assets to the extent they can be transferred. Buyer shall undertake to transfer only those permits and licenses that are not transferable and assignable by Seller; provided, however, that Seller shall assist Buyer in obtaining such permits and licenses as reasonably requested by Buyer, and Seller shall subcontract its permits and licenses, to the extent as legally permitted to do so, to the extent Buyer reasonably requests same, in which event Buyer shall indemnify Seller for any such use thereof until it is able to procure its own permit and license.
Obtaining Permits and Licenses. Buyer, in cooperation with Seller, shall use all reasonable efforts to obtain as of the Closing or as soon thereafter as may be practicable all permits and licenses required by any governmental agency with respect to the Assets or the Division (including, without limitation, environmental and other operating permits) and all approvals, filings, consents or waivers necessary for Buyer to conduct the Business, without any guaranty or liability of Seller and its affiliates with respect thereto. Seller and its affiliates will assign, transfer and convey to Buyer at the Closing those permits and licenses which are held or used by Seller in the conduct of the Business and can be assigned without having to obtain the consent of any third party (other than any affiliate of Seller) with respect thereto, provided that Seller and Buyer will work together and use all reasonable efforts to obtain any third party consents necessary to the assignment or transfer of any other permits or licenses used or held by Seller in the conduct of the Business which are so assignable or transferable. Subsequent to the assignment, transfer and conveyance of each Asset on or after the date of the Closing, to the extent permitted by law, Seller shall have the right to cancel any permits or licenses held by Seller now applicable to such Asset to the extent not assignable or transferrable to Buyer pursuant to this Article 1.
Obtaining Permits and Licenses. Transferee shall obtain, as of the Closing or as soon thereafter as practicable, all Permits required by any governmental agency with respect to the Assets or the Business (including without limitation environmental and other operating permits), without any guaranty or liability of Transferor with respect thereto; provided, however, that Transferor will assign, transfer and convey to Transferee at the Closing those permits, licenses, exemptions and approvals described in Schedule F which are held or used by Transferor exclusively in connection with the Business and can be assigned without having to obtain the consent of any third party with respect thereto, and provided, further, that Transferor will cooperate with Transferee in obtaining any third party consents necessary to the assignment or transfer of any other permits or licenses used or held by Transferor exclusively in connection with the Business which are so assignable or transferable. Subsequent to Closing, to the extent permitted by law, Transferor shall have the right to cancel any permits, licenses, exemptions, approvals, bonds, guarantees or undertakings by Transferor now applicable to the Assets or the Business to the extent such is not so assigned or transferred to Transferee pursuant to this Article 1.6; provided, however, that Transferor agrees to maintain at Transferee's expense any such permits, licenses, exemptions, approvals, bonds, guarantees undertakings for up to six (6) months after Closing or until expired, which occurs first, so long as Transferee diligently exerts all reasonable efforts to obtain the necessary consents
Obtaining Permits and Licenses. The Seller shall be responsible for obtaining all Regulatory Approvals required by any governmental agency with respect to the construction and operation of the ViroPharma Centers and the Buyer Approved Collection Centers, prior to the purchase of any ViroPharma Center. The Seller will use its reasonable efforts and act diligently to secure any consents and approvals, including the Regulatory Approvals, required to effect the transactions contemplated by this Agreement. The Buyer agrees to cooperate and participate to affect the transfer of permits as necessary or to obtain permits that cannot be transferred.
